These PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is between CQube ("Company" or "we") and you ("Customer" or "you"). The Agreement covers all the professional services you buy from Company (the "Services") for your website (the "Website").

Please carefully read this agreement. If you buy the services, you agree to be bound by the terms of this agreement as well as all the terms and conditions that are mentioned in this agreement. This includes, but isn't limited to, the user agreement, privacy notice, and other policies that can be found at
https://www.CQube.com/tos.

1.       TERM AND END OF TERM

1.1.  Term. This is the first term of the Services you bought. It starts on the date shown in the confirmation email you get when you buy them (the "Initial Term"). The Services will automatically renew every month (each a "Renewal Period") unless you stop before the end of the Initial Term. The "Minimum Term" may be written in your approval email and may be required for some Services. As used in this agreement, "Term" means the Initial Term, any Minimum Term that applies, and any Renewal Periods. We can't promise that the Services will be finished by a certain date because of the nature of the Services (for example, website design and marketing services) and the amount of work that the Customer has to do (as explained in Sections 3 and 5 below), but we will do our best to get them done quickly and correctly.

1.2.  Automatic Renewal by itself. So that service doesn't get interrupted by accident, the Services update themselves. You agree and give us permission to charge your credit card or another method of payment on file up to fourteen (14) days before the end of each Renewal Period for the applicable Fees (as defined in Section 8), unless you stop or end the Services before that charge. Should the Services you buy come with a Minimum Term, this Agreement will immediately renew for additional Renewal Periods when the Minimum Term ends.

1.3.  Finishing up. You can cancel the Services you bought at any time during the Term by calling the Company and giving them notice. This is subject to Section 8(b), if it applies. The request to delete is subject to the Company verifying that the account owner is who they say they are. You have to pay all fees and charges that have been accumulated before the cancellation takes effect. Company can end this Agreement right away if Customer: (i) doesn't pay any Fees that are due; (ii) doesn't work with Company or makes it harder for Company to do the Services; or (iii) breaks the terms of this Agreement. Any cancellation of the Customer's main server account will also mean the end of this Agreement. If Customer ends this Agreement before the end of any relevant Minimum Term, Company may charge Customer an early termination fee, which is explained in Section 8.

2.       WHAT SERVICES WE OFFER

2.1.  What the work is for. Company promises to provide the Services in line with how they are described on their website and what they said they would do in their welcome email.

2.2.  Order changes. Any changes to the website design or marketing services must be made in writing and sent through the "Change Order" method on the company's website. A Change Order and these terms will not always agree with each other. If they do, these terms will prevail.

3.       WHAT THE CUSTOMER NEEDS TO DO
You agree to do everything that needs to be done and to help and work with the Company in any way that is needed so that the Services can be finished on time. You are the only one who can provide: (i) any assets or materials that will be used in the initial build of the Website within three (3) business days of your first consultation, as explained in Section 5(B); and (ii) any hardware or software that will work with the Services. If any of Company's duties under this Agreement rely on you doing yours, Company is not responsible for any delays that happen because you didn't do yours on time.

4.       PERMIT TO USE
You give Company the non-exclusive, royalty-free, worldwide right and license to: (i) use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or in part), publish and distribute photographs, illustrations, graphics, audio clips, video clips, text, data, or any other information, content, display, intellectual property, or material (whether written, graphic, sound, or otherwise) you provide for the Services; Company isn't getting any rights, titles, or interests in or to the Customer Content other than the ones listed above. You are the only one who has those rights.

5.       DESIGN OF WEBSITES

5.1.  Details about the design. When you buy website design services from Company, they must mostly match the fair requirements you give them and the work scope they tell you about in the purchase confirmation email.

5.2.  Delivery of Content. You have three business days from the date of your onboarding call with our Professional Services team to give the Company all of the Customer Content for all of the Website's pages. If you don't send in all of your customer material by the due date, the Company will build your website with material licensed from other sources. Based on the editing process laid out in Section 5(D) below, more changes can be made to the Website.

5.3.  The launch phase. As soon as Company finishes the first design of the Website, we'll get in touch with you to set up a call to go over it and get your OK to start it. There's no need to launch the website right now. We'll give you advice on how to do it when you are ready.

5.4.  Process of Revision. Once the Company has finished the Website's basic design, you can ask for changes to be made to the Website. During the Term, changes will only be made to online pages that were made by the Company.
5.Website accessibility while it's being built. You will be able to get to the website through the file editor in your hosting account while it is being built. You should not make any changes to the prototype during the building step, though, unless we tell you to. Changing files while building a website could slow down the process and make it take longer to finish.

5.5.  The website has copyright. Additionally, you agree that the Company may use licensed third-party goods and services to create and design the Website. These could be server-side apps, clip art, "back-end" apps, music, stock images, or other legally protected works (collectively, "Third Party Assets"). Also, you agree that any Third-Party Assets that were used to create and build the Website belong to the Company or its licensors and cannot be given to you. They are not being given to you at this time. In the eyes of the Company and you, all Third-Party Assets will always belong to the Company or its owners. It is against the rules for you to remove any information from Third Party Assets or use any Third-Party Assets without the Website. People who work for the Company can also use Third Party Assets to create and build websites for other people. The Company and its partners clearly reserve the right to use the Website's graphics and other web design elements as examples of their own work in their own portfolios.

5.6.  Content Not Allowed. In addition to the rules in Company's Acceptable Use Policy, the following content and activities are not allowed on Company's web servers: (i) text, graphics, sound, or animations that could be seen as offensive or illegal; (ii) links to other websites that could be seen as offensive or connected in any way to illegal activity.

5.7.  Upkeep for your website. As part of the Services, the Website will be maintained during the Term. Maintenance for a website includes making changes to the design (as explained in Section 5(D) above), setting up plugins, and general support for Company-only assets. After the Term, the customer is the only one who can fix any problems with the Website. In the customer's account, it says when the website will be finished. If the Customer wants to make changes to the Website that aren't covered by the Services in this Agreement, the welcome call, or any Change Order, they are on their own.

6.       SERVICES FOR MARKETING

6.1.  Helpful Things. Company may offer one or more of the following marketing services, depending on the Services you buy.

6.2.  In charge of local lift services. According to the terms of your purchase, the company may offer managed Local Lift services to help you keep track of your business listings on different search engines and social media sites ("Managed Local Lift"). As part of the Company’s Managed Local Lift services, you need to keep your Local Lift account up to date during the Term. You also give Company permission to change your business's name, address, phone number, hours of operation, and any other information needed for the Managed Local Lift services. After adding information from your Managed Local Lift profile to a directory listing, you give the Company permission to do what is financially reasonable to make sure that no one else changes the information in your listings during the Term. Please keep in mind that once the Term is over, Company will no longer be able to change your business information, and your listing information could be erased at any time.

6.3.  Help with SEO. When you hire Company to do search engine optimization ("SEO Services"), you give them permission to use article writing and social sharing to build backlinks to your website, which can affect how it ranks on some search engines. The goal of SEO services is to get a website a better place in certain search engines.

6.4.  Pay-per-click providers. When a Company offers pay-per-click services (also called "PPC Services"), you give Company permission to use relevant terms and/or phrases to place the Website's content in Google's ad network. The goal of PPC services is to get the website a better place on search engines and/or social media sites.

6.5.  Help with social issues. You give Company permission to use appropriate Customer Content and images for branding, social engagement, and/or driving traffic to the Website in social media like Facebook as part of its Social Lift services. The goal of Social Lift services is to make people more aware of a brand, keep fans interested, and get people to visit a website through social networks.

6.6.  Writing reports. The company will keep the customer up to date on the results of the SEO, PPC, and Social Lift services.

6.7.  Thank you to the customer. You know, agree, and understand that:

6.7.1.      When it comes to what kinds of websites and material they accept now and, in the future, company has no say over what search engines or directories do. The Website can be taken out of any search engine or directory at any time, if the search engine or directory wants to. The company will resend web pages that were taken out of the index, but they can't promise that the search engine will accept them this time.

6.7.2.      It could take two to four months or longer for some search engines and sites to list the website after it has been sent to them. There is a chance that some search engines and directories will stop taking entries for good. Some search engines and directories may remove links for no clear or understandable reason. A post will often "reappear" without being added again. If the entry doesn't show up again, the company will re-submit the website according to the search engine or directory's rules at the time. For a fee, some search engines and directories may offer faster advertising services. You are responsible for all fees related to expedited service unless it is clearly mentioned otherwise. These fees will only be charged if you agree to them first.
If you bought both website design and marketing services from the company, the marketing services will not start until the website launch, which is the end of the website design part of the services.

7.       Changes to the site. Company is not responsible for changes made to the Website by people other than Company that hurt its search engine or directory ranks.

7.1.  Extra services for marketing. For an extra fee, the company may offer extra marketing services, such as rebuilding meta-tags, keywords, and content.

8.       FEES

8.1.  Fees. You will see the prices for the Services when you make your purchase and in the confirmation email (the "Fees").

8.2.  Fee for leaving early. Should you decide to end this Agreement before the end of any applicable Minimum Term, Company may charge you an early termination fee equal to the Fees due for the number of full months left in the Minimum Term at the time of termination, but not more than 0 (the "Early Termination Fee").

8.3.  The Abandonment Project. After several attempts to start, continue, or finish the website design or marketing services, you fail to participate or don't respond to the company's requests for at least two (2) months, the project may be considered abandoned and there will be no refunds of any kind.

8.4.  Hosting Charges. The server account(s) that are linked to the website must always be in good standing. You won't have to pay for hosting services until the company delivers the services on time, no matter what. If you don't pay for your hosting account on time, the company may slow or stop providing services until the account is paid in full. Also, if you don't pay for hosting services, the Services may be canceled without a return.

8.5.  Renewals happen automatically. When you buy the Services, you agree to let the Company set up a payment plan that will automatically charge your account every month. The account will be billed again automatically based on the length of the term you chose when you first bought the Services. If you don't cancel, the Fees will be charged again up to fourteen (14) days before the due date for each Renewal Term. If you call the Company, you can cancel the Services you bought at any time during the Term.

8.6.  Give back. Unless this Agreement says otherwise, you can't get your money back for the fees for the services. If Company ends this Agreement, you will get a prorated return of any Fees you paid ahead of time for the current Term, as long as the termination wasn't due to you breaking this Agreement or Company's terms of service.

9.       WARRANTIES AND REPRESENTATIONS

9.1.  Representations and warranties from the company. Company promises and promises that the Services will be given in a way that is substantially similar to how they are described on Their website. If the Company breaches the above warranty, the only thing you can do is ask the Company to fix the Services at no extra cost to you. This is also the Company's only duty. The above warranties don't cover problems with the Services' performance or defects that are (a) caused by things that Company can't reasonably control; (b) caused by what the Customer or third parties did or didn't do; or (c) caused by the Customer's equipment or equipment from a third party that Company can't control; or (d).

9.2.  Nota bene. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS.” EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, COMPANY AND ITS AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES PROVIDED HEREUNDER. COMPANY AND ITS AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES (I) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR COMPLETELY SECURE; (II) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; OR (III) AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE SERVICES. THE COMPANY AND ITS AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS ARE NOT LIABLE, AND EXPRESSLY DISCLAIM ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM USERS OR STORED BY USERS ON OR THROUGH THE SERVICES. THE TERMS OF THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

9.3.  What the customer says and what they promise. You promise that any Customer Content you give to the Company to use on the Services or on the Website is yours or that you have permission from the owner to use it. You will also defend and hold the Company, its affiliates, and subcontractors harmless from any claim or suit that comes up because of how Company uses the Customer Content in accordance with this Agreement.

10.  ABIDE BY THE LAWS
It is your responsibility to follow all laws, taxes, and tariffs that apply to your use of the Services and the Website, including those that govern Internet commerce. You agree to hold the Company, its affiliates, and subcontractors harmless from any claim, suit, penalty, tax, or tariff that arises from your use of the Services or the Website.

11.  WHAT LIMITS YOUR LIABILITY

11.1.                       If you or a third party is hurt by the Company or its directors, employees, or agents, they will not be responsible for any indirect, consequential, incidental, special, or punitive damages. This includes any lost profits or data that you lose because of using the Services, even if the Company knows or has been told about the possibility of such damage.

11.2.                       If there is anything in this agreement that says otherwise, Company's liability to you or anyone suing through you for any reason, and no matter what the action is, is limited to the amounts you paid Company for services provided under this agreement in the twelve months before the event giving rise to the claim. This is an absolute limit; having more than one claim will not raise this limit.

12.               FORCE MAJEURE

12.1.                       Neither party is responsible for any failure or delay in performing any of its obligations under this Agreement (other than not paying when due) if that failure or delay is directly or indirectly caused by things that party couldn't have reasonably expected, such as fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, transportation or communication problems, supply shortages, or the failure of any third party.

13.  HOW THE PARTIES ARE LINKED Customers and Company work together, but they are not employees or partners of each other. This Agreement does not make them employees or partners of each other. There is no way for either party to say or imply that it has the power to make contracts or deals in the other party's name or to bind the other party in any way. Neither party can act as if it does.

14.  WORK TO DO
You can't give this Agreement or any of the rights or duties that come with it to someone else without Company's written permission first. If you try to make a task that goes against what was said above, it will be thrown out and have no effect at all. Without your permission, Company can give this Agreement and all of its rights and duties under it to someone else, or it can hire workers or agents to do its work and exercise its rights under it. All parties to this agreement must follow its terms and will gain from it, as well as any successors or assigns that are allowed.

15.  HOLD UP
Any party's failure or delay to use any right or remedy under this agreement does not constitute a waiver of that right or remedy. Also, any party's single or partial use of any right or remedy does not stop them from using that right or remedy again or using another right or remedy. Any party to this Agreement must expressly waive or agree to any breach of or default in any term or condition of this Agreement. Failure to do so will not be seen as a waiver or agreement to any subsequent breach of or default in the same or any other term or condition of this Agreement.

16.  CHANGES MADE BY COMPANY

16.1.                       Changes to the Services. The company may modify, change, or stop any part of the Services at any time. If there is a major change, you will be notified ahead of time and given the chance to cancel without being charged if you do not agree with the change.

16.2.                       Changes to the Agreement. The Company has the sole power to change this Agreement at any time. Any major changes to this Agreement will be put on the Company website for at least thirty (30) days after they are made. The date these terms were last changed will also be written on this Agreement. Any changes to this Agreement will take effect and be binding on you as of the date shown in a notice placed on this page. You may also have the right to accept or reject these changes if the law requires it or if you are given the chance to do so. If there is no set date for when the changes will take effect, your continued use of the Services after the changes take effect will mean that you agree to the Agreement as changed. You cannot use or access the Services if you do not agree to follow this Agreement, or any changes made to it. The only way to get out of this agreement is to stop your Services.

16.3.                       ABILITY TO SEVER
Any term, clause, or provision of this Agreement that is found to be invalid or unenforceable by a court with the right to do so will not affect the validity or operation of any other term, clause, or provision. The invalid term, clause, or provision will be deemed to be severed from the Agreement.]

16.4.                       FULL AGREEMENT
This Agreement, along with any papers referred to in it, is the only thing that both parties agree on when it comes to the Services. It replaces and cancels all previous agreements between the parties that cover the same topics.